8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 20, 2006

0-13063

(Commission File Number)

SCIENTIFIC GAMES CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	81-0422894
(State of Incorporation)	(IRS Employer
	Identification Number)

750 Lexington Avenue, New York, New York 10022
(Address of registrant’s principal executive office)

(212) 754-2233
(Registrant’s telephone number)

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

As previously reported on a Form 8-K filed on April 26, 2006, Scientific Games Corporation (the “Company” or “Scientific Games”) and certain of its subsidiaries completed the acquisition of Global Draw Limited and certain related companies. In such transaction, Scientific Games International Holdings Limited acquired the entire share capital of Neomi Associates Inc, of which Global Draw Limited is a 100% owned subsidiary, and Scientific Games Beteiligungsgesellschaft GmbH acquired the entire share capital of Research and Development GmbH. Pursuant to Item 9.01(a)(4), audited consolidated financial statements of Neomi Associates Inc, audited financial statements of Research and Development GmbH, and related unaudited pro forma financial information are being filed by this Amendment.

Item 9.01  Financial Statements and Exhibits.

(a)           Financial Statements of Businesses Acquired.

The following historical audited consolidated financial statements of Neomi Associates Inc and notes thereto, for the year ended March 31, 2006, are attached as Exhibit 99.1 hereto and incorporated herein by reference.

Report of Independent Auditors

Consolidated Profit and Loss Account for the year ended March 31, 2006

Consolidated Balance Sheet as of March 31, 2006

Consolidated Statement of Cash Flows for the year ended March 31, 2006

Notes to Consolidated Financial Statements

The following historical audited financial statements of Research and Development GmbH and notes thereto, for the year ended December 31, 2005, are attached as Exhibit 99.2 hereto and incorporated herein by reference.

Report of Independent Auditors

Balance Sheet as of December 31, 2005

Profit and Loss Statement for the year ended December 31, 2005

Statement of Cash Flows for the year ended December 31, 2005

Statement of Changes in Stockholder’s Equity for the year ended December 31, 2005

Notes to Financial Statements

(b)           Pro Forma Financial Information.

The following unaudited pro forma financial information is attached as Exhibit 99.3 hereto and incorporated herein by reference. Such information is subject to revision, which could have a significant impact on total assets, total liabilities and stockholders’ equity, depreciation and amortization, interest expense and income taxes.

Pro Forma Combined Statement of Income for the year ended December 31, 2005

Pro Forma Combined Balance Sheet as of December 31, 2005

(d)           Exhibits.

Exhibit No.		Description
23.1	Consent of EC Brown & Batts, Independent Public Accounting Firm.
23.2	Consent of Auditor Treuhand GmbH, Independent Public Accounting Firm.
99.1	Audited Consolidated Financial Statements of Neomi Associates Inc as of and for the fiscal year ended March 31, 2006 and Report of Independent Accountants thereon.

2

99.2	Audited Financial Statements of Research and Development GmbH as of and for the fiscal year ended December 31, 2005 and Report of Independent Accountants thereon.
99.3	Unaudited Pro Forma Combined Financial Information of Scientific Games Corporation and its subsidiaries as and for the fiscal year ended December 31, 2005.

3

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SCIENTIFIC GAMES CORPORATION
By:	/s/ DeWayne E. Laird
	Name: DeWayne E. Laird
	Title: Vice President and Chief Financial Officer

Date: July 3, 2006

4

Exhibit Index

Exhibit No.	Description
23.1	Consent of EC Brown & Batts, Independent Public Accounting Firm.
23.2	Consent of Auditor Treuhand GmbH, Independent Public Accounting Firm.
99.1	Audited Consolidated Financial Statements of Neomi Associates Inc as of and for the fiscal year ended March 31, 2006 and Report of Independent Accountants thereon.
99.2	Audited Financial Statements of Research and Development GmbH as of and for the fiscal year ended December 31, 2005 and Report of Independent Accountants thereon.
99.3	Unaudited Pro Forma Combined Financial Information of Scientific Games Corporation and its subsidiaries as of and for the fiscal year ended December 31, 2005.

5

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 33-82612, 33-45694, 33-27737, 333-44979, 333-44983, 333-05811, 333-101725, 333-101729, 333-110141, and 333-134043 of Scientific Games Corporation (the “Company”) on Form S-8 and Registration Statement Nos. 333-74590, 333-110477, 333-112452 and 333-124107 of the Company on Form S-3 of our report dated June 27, 2006, relating to the consolidated financial statements of Neomi Associates Inc appearing in the Current Report on Form 8-K/A filed on July 3, 2006.

EC BROWN & BATTS
London, England
July 3, 2006

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 33-82612, 33-45694, 33-27737, 333-44979, 333-44983, 333-05811, 333-101725, 333-101729, 333-110141, and 333-134043 of Scientific Games Corporation (the “Company”) on Form S-8 and Registration Statement Nos. 333-74590, 333-110477, 333-112452 and 333-124107 of the Company on Form S-3 of our report dated June 19, 2006, relating to the financial statements of Research and Development GmbH appearing in the Current Report on Form 8-K/A filed on July 3, 2006.

AUDITOR TREUHAND GMBH 
Vienna, Austria
July 3, 2006

EX-99.1

Exhibit 99.1

NEOMI ASSOCIATES INC
Incorporated in British Virgin Islands
Registration no 360518

CONSOLIDATED ACCOUNTS

YEAR ENDED 31ST MARCH 2006

E C BROWN & BATTS

Registered Auditors

Chartered Accountants

Delta House

175-177 Borough High Street

London

SE1 1HR

NEOMI ASSOCIATES INC
Incorporated in British Virgin Islands

CONTENTS

	Page
REPORT OF THE DIRECTORS	1-2
STATEMENT OF DIRECTORS RESPONSIBILITIES	3
REPORT OF THE AUDITORS	4
CONSOLIDATED PROFIT AND LOSS ACCOUNT	5
CONSOLIDATED BALANCE SHEET	6
CASH FLOW STATEMENT	7-8
NOTES TO THE ACCOUNTS	9-18

NEOMI ASSOCIATES INC

REPORT OF THE DIRECTORS

The directors have pleasure in presenting their annual report and consolidated accounts of Neomi Associates Inc for the year ended 31st March 2006. The consolidated accounts include the results for those companies which were owned by Neomi Associates Inc at the balance sheet date other than Omnibet Ltd. For Omnibet Ltd only the Greyhounds part of its business is included in the consolidation for reasons explained below.

GROUP STRUCTURE

The group consists of the following entities at the year end:

	Country of
Company	Incorporation	Percentage Owned
Global Draw Ltd	England	100%
Pagoda Leisure Ltd	England	90%
Jackpot Dream Ltd	England	100%
Omnibet Ltd	Malta	100%

PRINCIPAL ACTIVITIES

Neomi Associates Inc acts as a holding company for its subsidiaries. The group companies own the intellectual property rights by which the group companies carry out their trade.

Global Draw Ltd provides terminals and related hardware to Licenced Betting Offices to operate and support interactive fixed odds number betting games.

Pagoda Leisure Ltd is a licensed bookmaker. In the year under review it operated a telephone—credit betting business.

Jackpot Dream Ltd and Omnibet Ltd accepted bets from individual customers via agencies established on the continent for fixed-odds numbers betting products known as the  “Greyhounds” business.

REVIEW OF THE BUSINESS

In May 2005 Neomi Associates Inc sold its subsidiary Krullind Ltd to Ladbrokes. Prior to that sale, Krullind’s telephone-credit betting business was sold to Pagoda Leisure Ltd.

Following a change in overseas legislation relating to betting duty, the group took the decision to transfer the Greyhounds FOB business operations of Jackpot Dream Ltd to Omnibet Ltd with effect from 1st January 2006.

In March 2006 the decision was taken to close Omnibet. As a result the Greyhounds FOB business was transferred from Omnibet Ltd to Pagoda Leisure Ltd with effect from 11th April 2006.

On 20th April 2006 Neomi Associates Inc was acquired by Scientific Games International Holdings Ltd. At that date Neomi Associates Inc sold its shares in Jackpot Dream Ltd and Omnibet Ltd to other parties.

Consequently these accounts reflect the trading activities that were acquired by Scientific Games International Holdings Ltd.

1

NEOMI ASSOCIATES INC

REPORT OF THE DIRECTORS
(Continued)

DIVIDENDS

Interim dividends of £8,196,985 have been paid for the year. The directors do not propose the payment of a final dividend.

FIXED ASSETS

Details of the acquisitions of fixed assets in the year are set out in the notes to the accounts.

DIRECTORS

The directors, each of whom served throughout the year, and their beneficial interest in the shares of the company were as follows:

	Ordinary shares of £1 each
	31st March 2006
W Grubmuller	93

OTHER CHANGES

As disclosed in the review of the business, on 20th April 2006 the company was acquired by Scientific Games International Holdings Limited, a company registered in the UK.

At the date of sale Mr Grubmuller resigned as director of the company and in his place was appointed Messrs M E Schloss and W J Huntley.

The directors are hopeful that with the combination of the technology, expertise and business relationship between Neomi Associates Inc, its subsidiaries and Scientific Games Corporation the group will be able to develop its European VLT business as well as developing its position in the UK betting and gaming market and to assist entry into new markets.

On 31st March 2006 the director and the sole shareholder of Neomi Associates Inc transferred 6 of his shares to the director of Global Draw Ltd in recognition of his achievements within that company. He also transferred one share to an employee of Global Draw Ltd.

AUDITORS

E C Brown & Batts were engaged.

2

NEOMI ASSOCIATES INC

STATEMENT OF DIRECTORS RESPONSIBILITIES

It is the responsibility of the directors to prepare financial statements for each financial year, which gives a true and fair view of the state of affairs of the company, and of the profit or loss of the company for that year. In preparing those financial statements, the directors are required to:

(a)select suitable accounting policies and apply them consistently;

(b)make judgements and estimates that are reasonable and prudent;

(c)state whether applicable accounting standards have been followed.

(d)prepare the financial statements of the going concern basis, unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy, at any time, the financial position of the company. They are also responsible for safeguarding the assets of the company and, hence, for taking reasonable steps for the prevention and detection of fraud and other irregularities.

In the case of each of the persons who are directors at the time when the directors report is approved:

·so far as the director is aware, there is no relevant audit information (information needed by the company’s auditors in connection with preparing their report) of which the company’s auditors are unaware, and

·each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company’s auditors are aware of that information.

Amounts are presented within items in the profit and loss account and balance sheet, and the directors have had regard to the substance of the reported transaction or arrangement, in accordance with generally accepted accounting principles or practice.

For and on behalf of the Board

Director

27th June 2006

3

NEOMI ASSOCIATES INC

INDEPENDENT AUDITORS REPORT

TO THE DIRECTORS OF NEOMI ASSOCIATES INC (Incorporated in the British Virgin Islands)

We have audited the accompanying consolidated balance sheet of Neomi Associates Inc for the year ended 31st March 2006, the related consolidated profit and loss account and cash flow statement for the year then ended which, as described in Note 1, have been prepared on the basis of generally accepted accounting principles in the United Kingdom. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Neomi Associates Inc at 31st March 2006 and the results of its operations for the year then ended in conformity with generally accepted accounting principles in the United Kingdom.

Generally accepted accounting principles in the United Kingdom vary in certain significant respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 22 to the consolidated financial statements.

E C BROWN & BATTS

Registered Auditors
   Chartered Accountants

Delta House
175-177 Borough High St
London
SE1 1HR

27th June 2006

4

NEOMI ASSOCIATES INC

CONSOLIDATED PROFIT AND LOSS ACCOUNT

YEAR ENDED 31ST MARCH 2006

	Notes	2006
		£
TURNOVER	1(b)/2	106,013,176
Cost of Sales		(88,086,107		)
GROSS PROFIT		17,927,069
Selling and Distribution costs		(640,987		)
Administrative Expenses	3	(9,305,741		)
OPERATING PROFIT	4	7,980,341
Interest receivable and other income		166,087
Interest payable and similar charges	6	(40,869		)
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION		8,105,559
Taxation	7	751,959
PROFIT ON ORDINARY ACTIVITIES AFTER TAXATION	15	£	8,857,518

All of the group’s activities are classed as continuing.

There were no recognized gains or losses for the year other than those included in the profit and loss account. Consequently a statement of total recognized gains and losses has not been provided.

The notes on pages 8 to 18 form part of these financial statements.

5

NEOMI ASSOCIATES INC

CONSOLIDATED BALANCE SHEET

AT 31ST MARCH 2006

	Notes	2006
		£	£
FIXED ASSETS
Intangible Assets	8		10,062,378
Tangible Assets	9		8,435,208
CURRENT ASSETS
Stock	10	706,808
Debtors	11	11,925,616
Cash in hand and at bank		3,338,350
		15,970,774
CREDITORS: Amounts falling due within one year	12	30,638,956
NET CURRENT (LIABILITIES)			(14,668,182		)
Total Assets less Current Liabilities			£	3,829,404
CAPITAL AND RESERVES
Share Capital	14		64
Profit and Loss Account	15		3,829,340
Shareholders funds	16		£	3,829,404

Director

27th June 2006

The notes on pages 8 to 18 form part of these accounts.

6

NEOMI ASSOCIATES INC

CONSOLIDATED CASH FLOW STATEMENT

YEAR ENDED 31st MARCH 2006

	Notes	2006
		£		£
NET CASH INFLOW FROM OPERATING ACTIVITIES	1			37,618,659
RETURNS ON INVESTMENT AND SERVICING OF FINANCE
Interest received		166,087
Interest paid		(40,869	)
Net cash inflow for returns on investments and servicing of finance				125,218
TAXATION
Corporation Tax paid				(6,474,015		)
CAPITAL EXPENDITURE AND FINANCIAL INVESTMENT
Purchase of intangible assets		(2,503,550	)
Purchase of tangible fixed assets		(4,871,596	)
Receipts from sale of tangible assets		11,825
Net cash (outflow) for capital expenditure and financial investment				(7,363,321		)
Equity dividends paid				(8,196,985		)
INCREASE IN CASH AND CASH EQUIVALENTS	2			£	15,709,556

7

NEOMI ASSOCIATES INC

NOTES TO CONSOLIDATED CASH FLOW STATEMENT

YEAR ENDED 31st MARCH 2006

1.RECONCILIATION OF OPERATING PROFIT
TO NET CASH INFLOW FROM OPERATING ACTIVITIES

	2006
	£
Operating Profit	7,980,341
Amortisation of intangible fixed assets	4,339,743
Depreciation of tangible fixed assets	6,267,055
Loss on sale of fixed assets	56,957
Decrease in stock	58,293
Decrease in Debtors	1,718,159
Increase in Creditors	17,198,111
Net cash inflow from operating activities	£	37,618,659

2.ANALYSIS OF CHANGES IN CASH AND
CASH EQUIVALENTS DURING THE YEAR

	2006
	£
Balance at 1st April	(12,371,206		)
Net cash inflow	15,709,556
Balance at 31st March	£	3,338,350

3.ANALYSIS OF NET DEBT

	2006
	£
Cash at bank and in hand	3,338,350
Debt due after 1 year	—
Debt due within 1 year	—
Finance leases	—
Net funds at 31st March	£	3,338,350

8

NEOMI ASSOCIATES INC

NOTES TO THE CONSOLIDATED ACCOUNTS

31ST MARCH 2006

1.ACCOUNTING POLICIES

The financial statements have been prepared in accordance with general applicable accounting standards in the United Kingdom. The particular accounting policies adopted are described below:

(a)Basis of Accounting

The financial statements have been prepared under the Historical Cost Convention. They include the results of the group’s operations as described in the directors report, all of which are continuing .

(b)Basis of Consolidation

The group financial statements consolidate the accounts and trading activities of those operations, which were acquired by Scientific Games International Holdings Ltd on 20th April 2006. They therefore include the results of the following companies:

Company	Registered	Year End Date
Global Draw Ltd	England	31st March 2006
Pagoda Leisure Ltd	England	31st March 2006

They also include the trading activities of the following companies, which were not acquired by Scientific Games International Holdings Ltd but whose trading activities were subsequently transferred into Pagoda Leisure Ltd.

Company	Registered	Period
Jackpot Dream Ltd	England	1st April 2005 to 31st December 2005
Omnibet Ltd	Malta	1st January 2006 to 31st March 2006

(c)Revenue Recognition and Turnover

Global Draw Limited

Revenue is recognised from renting of the Fixed Odds Betting (FOB) terminals and systems and interactive sports betting systems on the basis of the rental incomes due from Licenced Betting Offices (LBO) under contractual obligations up to the balance sheet date. Turnover is stated exclusive of Value Added Tax

Jackpot Dream Limited;  Omnibet Limited

Revenue is recognised from the Greyhounds FOB business in respect of individual bets (“stakes”) placed by customers on events that have completed by the balance sheet date. Turnover represents the value of stakes receivable.

Pagoda Leisure Limited

Revenue is recognised from the telephone betting business of customers in respect of individual bets (“stakes”) placed on events that have occurred by the balance sheet date. Turnover is stated exclusive of Value Added Tax.

9

NEOMI ASSOCIATES INC

NOTES TO THE CONSOLIDATED ACCOUNTS

31ST MARCH 2006

1.ACCOUNTING POLICIES (Continued)

(d)Intangible Fixed Assets

Purchased goodwill and other intangible fixed assets are capitalized and amortised through the profit and loss account over their estimated useful economic lives on the following bases.

Goodwill:	impairment review
Computer Software:	over seven years

A full year’s charge is made in the year of acquisition. The net book amounts of intangible fixed assets are reviewed by the directors at the end of the first full financial year after acquisition and on the occurrence of any event or change in circumstances indicating that there may have been a decline in the carrying value of those assets.

Impairment is measured by comparing the carrying value of the asset with the higher of the net realizable value and the value in use. The value in use is measured with reference to discounted cash flows based on future anticipated revenue and the company’s weighted average cost of capital. Any impairment charges are recognized in the profit and loss account for the period in which they arise, unless they relate to previously re-valued assets.

(e)Tangible Fixed Assets and Depreciation

Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to write off the cost of fixed assets, less their estimated residual value, over their expected useful lives, on the following bases:

Motor vehicles	25% reducing balance
Terminals and computer equipment	25% straight line
Plant and machinery	20% reducing balance
Furniture, fittings, and office equipment	15% reducing balance

(f)Stock

Stock represents various computer accessories and spare parts purchased to enable repairs to be made to the fixed odds betting terminals. The stock has been valued at the lower of cost or net realisable value.

(g)Deferred Taxation

The charge for taxation takes into account taxation deferred as a result of timing differences between the treatment of certain items for taxation and accounting purposes. In general, deferred taxation is recognized in respect of all timing differences that have originated but not reversed at the balance sheet date. However, deferred tax assets are recognised only to the extent that the directors consider that it is more likely than not that there will be suitable taxable profits from which the future reversal of the underlying timing differences can be deducted. Deferred taxation is measured on a non-discounted basis at the tax rates that are expected to apply in the periods in which the timing differences reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.

10

NEOMI ASSOCIATES INC

NOTES TO THE CONSOLIDATED ACCOUNTS

31ST MARCH 2006

1.ACCOUNTING POLICIES (Continued)

(h)Foreign Currency

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction. Exchange differences are taken into account in arriving at the operating profit.

(i)Leased assets

Where assets are financed by leasing agreements that give rights approximating to ownership (“finance leases”), the assets are treated as if they had been purchased outright. The amount capitalized is the fair value of the asset concerned. The corresponding liability to the leasing company is included as an obligation under finance leases. Depreciation on leased assets is charged to the profit and loss account over the shorter of the lease terms and their useful lives.

Leasing payments are treated as consisting of capital and interest elements, and interest is charged to the profit and loss account on a straight line basis which is considered to be a reasonable approximation to a constant rate of charge on the outstanding balance. All other leases are treated as “operating leases” and the relevant annual rentals are charged to the profit and loss account on a straight-line basis over the lease term, unless they relate to vacant leasehold properties in which case provision is made on a discounted basis for the net obligation under the lease. The unwinding of the discount is disclosed within interest payable and similar charges.

(j)Pensions

The company operates a defined contribution pension scheme, and the pension charge included in the profit and loss account represents the amounts payable by the company to the fund in respect of the year.

(k)Provisions

Provisions are set up only where it is probable that a present obligation exists as a result of an event prior to the balance sheet date and that a payment will be required in settlement that can be estimated reliably.

2.TURNOVER

Turnover derives from rental income from betting terminals and bets placed with the bookmaking companies within the group.

A geographical breakdown of sales is as follows:

	2006
	£
UK	31,678,379
Continental Europe	74,334,797
	£	106,013,176

11

NEOMI ASSOCIATES INC

NOTES TO THE CONSOLIDATED ACCOUNTS

31ST MARCH 2006

2.TURNOVER (Continued)

The separate business segments are as follows:

	2006
	£
Turnover
Rental of terminals	31,843,379
Telephone credit business	1,114,701
Greyhounds FOB business	73,055,096
	£	106,013,176
Operating Profit
Rental of terminals	7,773,801
Telephone credit business	(1,100,816		)
Greyhounds FOB business	1,961,795
Parent’s own costs only	(496,496		)
	£	8,138,284

3.EXCEPTIONAL EXPENSES

Included in administration expenses are the following costs which, in the opinion of the directors, are non-recurring and therefore are unlikely to arise in future periods:

	2006
	£
Write-off of computer software	272,600
Write-off of goodwill	975,000
Employees National Insurance contributions on shares transferred	1,397,760
Employee bonuses	987,600
Pension contributions	610,000
Legal and professional fees	405,865
	£	4,648,825

4.OPERATING PROFIT

The Group operating profit is stated after charging:

	2006
	£
Amortisation of intangible fixed assets	3,092,143
Depreciation of tangible fixed assets	6,267,055
Loss on disposal of tangible fixed assets	56,957
Directors remuneration and fees	264,333
Hire of Equipment	183,414
Auditors remuneration: Audit	120,000
Other services	351,200
Exceptional expenses (see note 3)	£	4,648,825

12

NEOMI ASSOCIATES INC

NOTES TO THE CONSOLIDATED ACCOUNTS

31ST MARCH 2006

5.STAFF COSTS

The Group staff costs were as follows:

	2006
	£
Wages and salaries	5,655,262
Social security costs	1,986,068
Pension costs	674,940
	£	8,316,270

The average weekly number of employees, including directors, during the year was as follows:

	2006
Production	99
Maintenance	38
Office and Administration	23
	160

The highest paid director received an amount of £1,070,486 including salary and bonuses. In addition, a sum of £54,570 was paid into a money purchase pension scheme on behalf of that director and a further sum of £215,000 was due to be paid into that pension scheme at the company’s balance sheet date.

The highest paid director received shares in the company’s parent company during the year, which were valued at £9,360,000.

6.INTEREST PAYABLE

	2006
	£
On loans and overdrafts	32,861
Finance lease interest	8,008
	£	40,869

7.TAXATION

	2006
	£
Profit on ordinary activities before taxation	£	8,105,559
Profit/(Loss) at UK corporation tax rate of 30%	2,431,668
Effects of:
Expenses not deductible for tax	392,623
Parent’s Income not subject to Tax	(346,477		)
Share transfer	(3,276,000		)
Depreciation in excess of capital allowances and other timing differences	850,141
Losses carried forward	35,794
Current tax charge for the year	87,749
Group Relief	—
Over provision in prior periods	(708		)
Deferred tax: (see Note 13)
(Reversal)/Origination of timing differences	(839,000		)
Tax Credit	£	(751,959	)

13

NEOMI ASSOCIATES INC

NOTES TO THE CONSOLIDATED ACCOUNTS

31ST MARCH 2006

8.   INTANGIBLE FIXED ASSETS

			Computer
	Goodwill		Software		Total
Cost	£		£		£
At 1st April 2005	—		21,175,000		21,175,000
Additions	975,000		1,528,550		2,503,550
At 31st March 2006	£	975,000	£	22,703,550	£	23,678,550
Amortisation
At 1st April 2005	—		9,276,429		9,276,429
Charge for the year	975,000		3,364,743		4,339,743
At 31st March 2006	£	975,000	£	12,641,172	£	13,616,172
Net Book Value
At 31st March 2006	£	Nil	£	10,062,378	£	10,062,378

9.   FIXED ASSETS—GROUP

	Terminals & Computer Equipment		Motor Vehicles			Plant & Machinery		Fixtures Fittings & Office Equipment		Improvements to Leasehold Premises		Total
Cost	£		£			£		£		£		£
At 1st April 2005	22,031,047		1,064,573			15,959		249,715		96,902		23,458,196
Additions	4,456,464		298,619			11,080		85,233		20,200		4,871,596
Disposals	—		(180,897		)	—		—		—		(180,897		)
At 31st March 2006	£	26,487,511	£	1,182,295		£	27,039	£	334,948	£	117,102	£	28,148,895
Depreciation
At 1st April 2005	12,980,136		474,425			11,231		92,955		—		13,558,747
Charge for the year	5,924,525		204,996			3,162		46,149		88,223		6,267,055
Disposals	—		(112,115		)	—		—		—		(112,115		)
At 31st March 2006	£	18,904,661	£	567,306		£	14,393	£	139,104	£	88,223	£	19,713,687
Net book value
At 31st March 2006	£	7,582,850	£	614,989		£	12,646	£	195,844	£	28,879	£	8,435,208

14

NEOMI ASSOCIATES INC

NOTES TO THE CONSOLIDATED ACCOUNTS

31ST MARCH 2006

10.   STOCK

	2006
	£
Stock of spare parts	£	706,808

11.   DEBTORS

	2006
	£
Trade Debtors	1,963,179
Corporation tax recoverable	2,601,920
Other Debtors	3,675,177
Deferred Taxation	1,315,960
Prepayments and Accrued Income	2,369,380
	£	11,925,616

Further details regarding deferred taxation are contained in Note 13 below.

Included within other debtors is the sum of £5,000 loaned to a director of Global Draw Ltd, Mr B Stapley on 12th April 2005. This loan was interest-free.

12.   CREDITORS:   Amounts falling due within one year

	2006
	£
Trade creditors	1,285,577
Social security and other taxes	2,167,095
Corporation tax	—
Other creditors and accruals	4,824,998
Finance lease creditor	—
Directors current account	22,361,286
Loan repayable	—
	£	30,638,956

15

NEOMI ASSOCIATES INC

NOTES TO THE CONSOLIDATED ACCOUNTS

31ST MARCH 2006

13.DEFERRED TAXATION

	2006
	£
Other timing differences	(183,000		)
Deprecation charged in excess of capital allowances	(1,132,960		)
	£	(1,315,960	)
At the beginning of the year	(476,960		)
Transfer to profit & loss account	(839,000		)
At the end of the year	£	(1,315,960	)

14.   SHARE CAPITAL

	2006
Authorised	£
100 Ordinary shares of $1 each	£	64
Allotted, Issues and Fully Paid
100 Ordinary shares of $1 each	£	64

15.RECONCILIATION OF RESERVES

	Called Up Share Capital		Profit & Loss Account
	£		£
Balance at 1st April 2005	64		3,168,807
Profit for the year	—		8,857,518
Dividends paid	—		(8,196,985		)
Balance as at 31st March 2006	£	64	£	3,829,340

16.MOVEMENT ON SHAREHOLDERS FUNDS

	2006
	£
Profit for the year	8,857,518
Less: Dividends paid	(8,196,985		)
Opening shareholders funds	3,168,871
Closing shareholders funds	£	3,829,404

17.ULTIMATE PARENT COMPANY

Since the balance sheet date the company’s ultimate parent company has become Scientific Games Corporation, which is incorporated and registered in the USA. It holds 100% of the share capital of Neomi Associates Inc.

16

NEOMI ASSOCIATES INC

NOTES TO THE CONSOLIDATED ACCOUNTS

31ST MARCH 2006

18.   RELATED PARTY TRANSACTIONS

Consultancy fees of £250,000 were charged to the group by Mr W Grubmuller, the director, for services provided in respect of international business development.

The company was charged rent of £18,600 in the year on two flats which are owned by Mr. W Grubmuller and are used for overseas software specialists when visiting the UK on the company’s business.

Global Draw Ltd rents office space from Scrivan Properties Ltd at a cost of £180,000 per annum. Scrivan Properties Ltd is a BVI registered  company which is owned by Mr. W Grubmuller.

19.   OTHER COMMITMENTS

At 31st March 2006 the company had annual commitments under non-cancellable operating leases as follows:

	Land and Buildings	Other
	£	£
Expiry Date:  Within one year	8,900	114,080
Between one and five years	41,870	210,000
After more than five years	180,000	—

The company has also paid a 10% deposit of £9,975 to take a box at the new Wembley Stadium. When that building is complete, the balance remaining of £89,975 will become due and under the terms of the agreement, the company will be obliged to take a certain number of tickets for events staged at that venue for the following five years. Such additional potential costs cannot be ascertained at the balance sheet date.

20.   CAPITAL COMMITMENTS

At the year end, the company had capital commitments contracted for but not provided for in these financial statements of £54,207.

21.   POST BALANCE SHEET EVENTS

On 20th April 2006 the company was sold to Scientific Games International Holdings Ltd, a UK company.

17

NEOMI ASSOCIATES INC

NOTES TO THE CONSOLIDATED ACCOUNTS

31ST MARCH 2006

22.   SUMMARY OF SIGNIFICANT DIFFERENCE BETWEEN GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED KINGDOM AND GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES

The Consolidated financial statements of Neomi Associates Inc. have been prepared in conformity with UK GAAP, which differs in certain respects from US GAAP. Under UK GAAP, the revenue for the bookmaking business is recorded gross based on the wager placed by the customer.  Under US GAAP the revenue should be recorded net whereby the wager placed by the customer is netted against the win paid to the customer. The impact on the financial statements would be a decrease in revenue in the amount of £63,151,875 and a corresponding decrease in cost of sales in the amount of £63,151,875.

18

EX-99.2

Exhibit 99.2

FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2005

Research and Development GmbH

RESEARCH AND DEVELOPMENT GMBH

TABLE OF CONTENTS

		Page
INDEPENDENT AUDITORS’ REPORT		1
FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2005:
	Balance Sheet	2
	Profit and Loss Statement	4
	Statement of Cash Flows	5
	Statement of Changes in Stockholder’s Equity	6
	Notes to Financial Statements	7

INDEPENDENT AUDITORS’ REPORT

To Research and Development GmbH, Vienna

We have audited the accompanying balance sheet of Research and Development GmbH, Vienna, as of December 31, 2005, and the related profit and loss statement, statement of cashflows and statement of changes in stockholder´s equity, for the year then ended stated in Euros.

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2005, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in Austria.

AUDITOR TREUHAND GMBH
A member of Deloitte Touche Tohmatsu
June 19, 2006

1

I. BALANCE SHEET

ASSETS

	Dec 31, 2005
	EUR
A. Fixed Assets	481.547,66
I. Intangible assets	59.991,25
1. Software	59.991,25
II. Tangible assets	421.556,41
1. Leasehold improvements	58.232,59
2. Office fixtures, fittings and equipment	356.600,32
3. Fixed assets under construction and prepayments	6.723,50
B. Current Assets	585.097,66
I. Receivables and other assets	585.097,66
1. Receivables — trade	532.089,00
2. Other receivables and assets	53.008,66
II. Cash on hand and at bank	0,00
1. Cash at bank	0,00
C. PREPAID EXPENSES	4.960,46
Total Assets	1.071.605,78

2

LIABILITIES

	Dec 31, 2005
	EUR
A. STOCKHOLDER´S EQUITY	237.337,91
I. Share Capital	35.000,00
1. thereof not yet paid in	-17.500,00
II. Retained Earnings	219.837.91
(thereof profit brought forward EUR 70.783,69, PY 0,00)
B. PROVISIONS AND ACCRUALS	164.974,41
1. Provisions for taxes	49.484,67
2. Other provisions and accruals	115.489,74
C. LIABILITIES	669.293,46
1. Liabilities to banks	34.626,42
2. Liabilities — trade	27.237,54
3. Other liabilities	607.429,50
(thereof for taxes EUR13.033,35, PY TEUR 8)
(thereof for social security EUR 0,00, PY TEUR 0)
Total Liabilities and Stockholder’s Equity	1.071.605,78

3

II. PROFIT AND LOSS STATEMENT

	2005
	EUR
1. Revenue	2.257.717,10
2. Other operating income	4.073,66
a) other	4.073,66
3. Revenue and other operating income	2.261.790,76
4. Cost of material and purchased services	-254.522,86
a) cost of material	-31.010,64
b) purchased services	-223.512,22
5. Gross Profit	2.007.267,90
6. Personnel costs	-1.134.459,20
a) Salaries and wages	-886.599,58
b) Expenses for severance payments	-12.102,84
c) Expenses for social security and other payroll related taxes	-219.445,30
d) other social costs	-16.311,48
7. Subtotal	872.808,70
8. Amortisation of intangible assets and depreciation of tangible fixed assets	-206.209,23
9. Other operating costs	-459.887,64
a) other	-459.887,64
10. Operating profit	206.711,83
11. Interest received and similar income	218,29
12. Interest and similar expenses	-7.080,15
13. Result from financial activities	-6.861,86
14. Result from ordinary business	199.849,97
15. Extraordinary Result	-0,01
16. Extraordinary expenses	-0,01
17. Income taxes	-50.795,74
18. Profit for the year	149.054,22
19. Profit brought forward	70.783,69
20. Retained Earnings	219.837,91

4

RESEARCH AND DEVELOPMENT GMBH
Vienna

III. Statement of Cash Flows

 (following accounting standard KFS BW2 issued by the Chamber of Certified Public Accountants   and Tax Advisers)

	2005 EUR
Profit/-Loss for the year	149,054.22
Adjustments to Profit/-Loss for the year:
Depreciation and amortisation	206,209.23
Loss from disposal of fixed assets	8,194.58
Adjusted Profit/-Loss for the year	363,458.03
Changes in Working Capital:
Accounts receivable — trade	-302,229.00
Other receivables	15,676.65
Prepaid expenses	1,707.99
Provision for income taxes	23,644.29
Other Provisions and accruals	67,219.68
Accounts payable — trade	27,237.54
Other liabilities	249,916.45
Total Changes in Working Capital	83,173.60
Net Cash Provided by Operating Activities	446,631.63
Cash Flows from Investing Activities:
Capital expenditures	-518,872.45
Cash from disposal of fixed assets	0.00
Net Cash Used in Investing Activities	-518,872.45
Net Cash Excess/-Deficit Before Financing Activities	-72,240.82
Cash Flows from Financing Activities:
Loans from Banks	34,626.42
Net Cash Provided by Financing Activities	34,626.42
Increase/-Decrease in Cash on hand and in banks	-37,614.40
Beginning Balance Cash on hand and in banks	37,614.40
Ending Balance Cash on hand and in banks	0.00

5

RESEARCH AND DEVELOPMENT GMBH
Vienna

IV. STATEMENT OF CHANGES IN STOCKHOLDER´S EQUITY

	Jan 1, 2005	Capital  paid in	Repayments	Dividends	Profit (Loss) for the year	Dec 31, 2005
	EUR	EUR	EUR	EUR	EUR	EUR
Registered Share Capital	35,000.00	—	—	—	—	35,000.00
thereof not yet paid in	-17,500.00	—	—	—	—	-17,500.00
	17,500.00	—	—	—	—	17,500.00
Retained Earnings	70,783.69				149,054.22	219,837.91
Stockholder´s Equity	88,283.69	—	—	—	149,054.22	237,337.91

6

V. NOTES TO THE FINANCIAL STATEMENTS

Research and Development GmbH with its registered office in Vienna, Deutschstrasse 3 and a registered share capital of EUR 35.000, of which the half amount is paid in, commenced business in June 2004.

The company is registered with the commercial court in Vienna under the company register number FN 240013k .

Sole Shareholder is:                                                                              Mr. Walter Grubmueller

Managing Director is:                                                                           Mrs. Beata Sadowska

The company is concerned with the development of Fixed Odd Betting Terminals.

I.GENERAL

Accounting and Valuation Methods

The financial statements were prepared in accordance with required accounting principles and present a true and fair view of the company´s net assets, financial position and the results of the company. The accounting, valuation and the disclosure of the individual captions in the financial statements were made in accordance with sections 196 and 211 HGB (Austrian Commercial Code) and considering the special provisions related to corporations in sections 222 to 235 HGB (Austrian Commercial Code).

The fixed assets were valued at cost less accumulated depreciation or amortisation.
The development of the fixed assets is included in Appendix II to the notes.

Other provisions and accruals include accrued audit and consulting fees, accruals for not yet consumed vacation and employee bonuses for 2005.

II.Disclosures to the Balance Sheet and the Profit and Loss Statement.

Disclosures to the Balance Sheet

Disclosures to fixed assets

With regard to the captions of the fixed assets reference is made to Appendix II and the comments on the valuation above.

Disclosures to Current Assets

The other receivables and assets are detailed in Appendix I “Schedule on Details of Balance Sheet and Profit and Loss Statement Captions”. They mainly consist of VAT receivables due from financial authorities and receivables related to a tax credit for 2004.

Disclosures to Accruals

A detail to the accruals is included in Appendix I. They include mainly accrued auditor and consultant fees, accrued expenses for not yet consumed vacations and an accrual for employee bonuses.

7

Disclosure to liabilites

Liabilities to banks correspond to the respective bank statements as of December 31, 2005.

The maturity of the liabilities is detailed in Appendix III.

Other liabilities are detailed in Appendix I

Contingent Liabilities according to section 199 HGB (Austrian Commercial Code)

According to management contingent liabilities do not exist.

Disclosure to the profit and loss statement

An explanation of the individual composition of the profit and loss statement is not required as the detailed breakdown and description of accounts included can be seen from Appendix I.

III.Other required disclosures

The financial statements were prepared in accordance with applicable legal requirements.

Mrs. Beata Sadowska assumed the responsibility as Managing Director during 2005.

As of the balance sheet date the company had 36 employees.

Vienna, in April 2006.

On behalf of

Research and Development GmbH

Beata Sadowska mp

Managing Director

8

Schedule on Detail of Balance Sheet	Appendix I
and Profit and Loss Statement	to the Notes to the Financial Statements

I. BALANCE SHEET

	Dec 31, 2005
	EUR
ASSETS
A Fixed Assets	481.547,66
I. Intangible assets	59.991,25
1. Software	59.991,25
IT programs	59.496,25
IT program IGE 20%	495,00
II. Tangible assets	421.556,41
1. Leasehold Improvements	58.232,59
Leasehold Improvements	58.232,59
2. Office fixtures, fittings and equipment	356.600,32
Machinery and tools	3.797,50
Office equipment	252.864,46
Office equipment IGE	13.750,86
Cars	56.012,50
Trucks	30.175,00
3. Fixed Assets under construction and prepayments	6.723,50
Prepayments	4.500,00
Fixed assets under construction	2.223,50
B. Current Assets	585.097,66
I. Receivables and other assets	585.097,66
1. Accounts receivable—trade	532.089,00
Accounts receivable—trade	532.089,00
2. Other receivables and assets	53.008,66
Other receivables	43.060,58
Corporation tax credit	0,00
VAT-receivables	9.948,08
Settlement account financial authorities	0,00
II. Cash on hand and at bank	0,00
1. Cash at bank	0,00
Bank Austria	0,00
C. Prepaid Expenses	4.960,46
1. Prepaid Expenses	4.960,46
Total Assets	1.071.605,78

9

LIABILITIES

	Dec 31, 2005 EUR
A. Stockholder´s Equity	237.337,91
I. share capital	17.500,00
Registered share capital	35.000,00
Thereof not yet paid in	-17.500,00
II. Retained Earnings	219.837,91
(thereof profit brought forward EUR 70.783,69)
B. Provisions and accruals	164.974,41
1. Provisions for taxes	49.484,67
Corporate income tax	49.484,67
2. Other provisions and accruals	115.489,74
Other provisions and accruals	101.489,74
Tax and legal advice	14.000,00
C. Liabilities	669.293,46
1. Liabilities to banks	34.626,42
Bank Austria	34.626,42
2. Accounts payable — trade	27.237,54
Accounts payable — trade	27.237,54
3. Other payables	607.429,50
Salaries and wages accrued	2.740,12
Loan The Global Draw	401.000,00
Loan
Grubmueller Walter	100.000,00
Settlement account
Sadowska Beata	10.445,98
Settlement account
Eckerstorfer Thomas	1.514,70
Other liabilites	78.695,35
Payroll income tax	9.767,39

10

	Dec 31, 2005 EUR
Other payroll related taxes	3.265,96
Settlement account social security	0,00
thereof from taxation	13.033,35
Payroll income tax	9.767,39
Other payroll related taxes	3.265,96
Thereof for social security	0,00
Settlement account social security	0,00
Total Liabilities and Stockholder’s Equity	1.071.605,78

11

II. Profit and Loss Statements

	2005 EUR
1. Revenue	2.257.717,10
Revenue Non-EU 0%	4.106,00
Revenue EU 0%	2.487.163,00
Credit notes EU	-250.000,00
Revenue IGL	16.390,00
Revenue from insurance indemnity	58,10
2. Other operating income	4.073,66
a) Other	4.073,66
Other 0%	4.073,66
3. Total Revenue and Other operating income	2.261.790,76
4. Cost of material and purchases services	-254.522,86
a) Cost of material	-31.010,64
Cost of goods sold	-20.310,00
Cost of goods sold IGE	-593,06
Auxiliary material	-10.107,58
Packaging material	0,00
b) Cost of purchased services	-223.512,22
Freight in	0,00
External services 0%	-17.304,03
External services 20%	-49,317,91
External services - EU	-156.890,28
5. Gross Profit	2.007.267,90
6. Personnel Costs	-1.134.459,20
a) Salaries and wages	-886.599,58
Salaries and wages	-706.259,07
Overtime	-22.996,15
Holiday and Christmas pay	-118.845,09
Allocation accrual for bonuses	-6.330,00
Allocation accrual not yet consumed vacation	-49.089,68
Contribution AMS for personnel	21.000,00
Reimbursement of expenses	-3.653,84
Daily allowances	-1.018,80
Refund AUVA	593,05

12

	2005 EUR
b) Expenditure for leaving indemnities	-12.102,84
Contributions to the external severance payment scheme	-12.102,84
c) Expenses for social security and other payroll
related taxes	-219.445,30
Employee´s social security contributions	-173.801,76
Employer’s social security contribution	-22.438,74
Addition to employer’s social security contribution	-1.994,56
Community tax	-20.886,95
Community tax prior year	465,11
U-Bahn tax	-788,40
d) Other social expenses	-16.311,48
Other voluntary social expenses	-16.311,48
7. Sub Total	872.808,70
8. Amortisation and Depreciation	-206.209,23
a) of intangible and tangible fixed assets	-206.209,23
Amortisation and Depreciation	-206.209,23
9. Other operating costs	-459.887,64
a) Other	-459.887,64
Fuel consumption — truck	-2.847,11
Fuel consumption — cars	-4.500,51
Electricity	-7.940,79
Building maintenance	0,00
Truck maintenance	202,59
Car maintenance	-6.716,53
Miscellaneous maintenance	-8.271,18
Cleaning	-29.751,59
Transport by third parties	-13.056,48
Travel expenses	-106.264,97
Mileage allowance	-5.738,85
Postage expenses	-629,79
Netline charges	-8.074,20
Telephone costs	-70.595,45
Rental expenses	-77.243,33
Real estate tax	-1.952,02
IT consulting	-13.469,07
Stationary	-9.505,95
Technical literature and publications	-853,05

13

	Dec 31, 2005 EUR
Technical literature IGE	-315,08
Advertising expenses	-2.720,30
Other advertising expenses	-11.313,32
Hospitality expenses	-3.450,80
Non-deductible hospitality expenses	-3.252,85
Miscellaneous insurance	-2.100,00
Car insurance	-3.822,62
Truck insurance	-2.880,77
Legal fees	-23.800,00
Accounting expenses	-11.902,00
Education and conferences	-187,48
Miscellaneous charges	-13.941,63
Chamber charges	-505,60
Bank transfer expenses	-4.258,35
Book value tangible assets disposed of	-8.194,58
Work clothes	-33,98
10. Operating profits	206.711,83
11. Interest received and similar income	218,29
Interest income	218,29
12. Interest and Similar Expenses	-7.080,15
Interest and similar expenses	-7.000,00
Interest on taxes 2004	-80,15
13. Result from financial activities	-6.861,86
14. Profit from ordinary activities	199.849,97
15. Extraordinary Expenses	-0,01
Adjustment value added tax	-0,01
16. Extraordinary Result	-0,01
17. Income tax	-50.795,74
Corporation income tax	-50.741,17
Capital gain tax	-54,57
18. Profit for the year	149.054,22
19. Profit brought forward	70.783,69
Profit brought forward	70.783,69
20. Retained Earnings	219.837,91

14

Research and Development GmbH
Vienna

APPENDIX II to the Notes to the Financial Statements

DEVELOPMENT OF FIXED ASSETS

(Amounts in EURO)

	HISTORICAL COSTS				Accumulated
	Jan 1, 2005	Additions	Disposals	Dec 31, 2005	Depreciation Dec 31, 2005	Book value  Jan 1, 2005	Book value Dec 31, 2005	Depreciation 2005
I. Intangible Assets
Software	4,069.97	77,335.72	—	81,405.69	21,414.44	3,391.64	59,991.25	20,736.11
Total Intangible Assets	4,069.97	77,335.72	—	81,405.69	21,414.44	3,391.64	59,991.25	20,736.11
II. Tangible Assets
1. Leasehold improvements	45,026.27	31,947.77	9,151.72	67,822.32	9,589.73	41,735.56	58,232.59	7,256.16
2. Office fixtures, fittings and equipment	152,303.81	402,865.46	61,044.45	494,124.82	137,524.50	131,951.82	356,600.32	178,216.96
3. Fixed assets under construction and prepayments	—	6,723.50	—	6,723.50	—	—	6,723.50	—
Total Tangible Assets	197,330.08	441,536.73	70,196.17	568,670.64	147,114.23	173,687.38	421,556.41	185,473.12
Total Fixed Assets	201,400.05	518,872.45	70,196.17	650,076.33	168,528.67	177,079.02	481,547.66	206,209.23

15

Research and Development GmbH
Vienna

Appendix III
to the Notes to the Financial Statements

Maturity dates for liabilities
(Amounts in EURO)

		Maturity date of
	Dec 31, 2005	Less than one year	More than one year	More than one and less than five years
Liabilities to banks	34,626.42	34,626.42	0.00	0.00
Liabilities — trade	27,237.54	27,237.54	0.00	0.00
Other liabilities	607,429.50	206,429.50	0.00	401,000.00
TOTAL	669,293.46	268,293.46	0.00	401,000.00

16

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENT DATA
OF SCIENTIFIC GAMES AND GLOBAL DRAW
(IN THOUSANDS)

The unaudited pro forma condensed combined financial statements have been derived by the application of pro forma adjustments to the combined historical consolidated financial statements of Scientific Games Corporation (“Scientific Games”), the historical consolidated financial statements of Neomi Associates Inc (“Neomi”), including its 100% owed subsidiary, The Global Draw Limited, and the historical financial statements of Research and Development GmbH (“Research and Development”, and together with Neomi and its consolidated subsidiaries, “Global Draw”). The unaudited pro forma condensed combined statement of operations data for the year ended December 31, 2005 gives effect to the following: (i) the consummation of the acquisition of Global Draw by Scientific Games (“the Global Draw acquisition”), (ii) proceeds from the issuance of a $100,000 Term C Loan due December 2009 which bears interest at LIBOR plus 1.25% and (iii) $81,060 of borrowings under our Revolving Credit Facility which bears interest at LIBOR plus 1.75% , as if each occurred at January 1, 2005. The unaudited pro forma condensed combined balance sheet as of December 31, 2005 gives effect to these transactions as if each had occurred on that date.

The unaudited pro forma condensed combined financial data does not purport to represent what our financial position and results of operations would have been if these transactions had actually occurred as of the dates indicated and are not intended to project our financial position or results of operations for any future period.

The unaudited pro forma adjustments related to the purchase price allocation and financing of the Global Draw acquisition are preliminary and are based on information obtained to date that is subject to revision as additional information becomes available. Any such revisions could have a significant impact on total assets, total liabilities and stockholders’ equity, depreciation and amortization, interest expense and income taxes.

The unaudited pro forma condensed combined financial data should be read in conjunction with our historical consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ended December 31, 2005, and Neomi’s and Research and Development’s historical financial statements and the related notes contained therein, elsewhere in this document.

The Global Draw acquisition will be accounted for in accordance with Statement of Financial Accounting Standards, or SFAS, No. 141, “Business Combinations,” and accordingly, we will allocate the purchase price to the assets acquired and liabilities assumed based on their respective fair values as of the closing of the acquisition which will be determined based on valuations and other studies that are currently in process. A preliminary allocation of the purchase price has been made to major categories of assets and liabilities in the accompanying pro forma combined financial information based on estimates and preliminary results of valuations and studies performed to date. The actual allocation of the purchase price and the resulting effect on income from operations may differ materially from the pro forma amounts included herein. Except as explained in the notes to the Unaudited Pro Forma Combined Balance Sheet, we have assumed that the current recorded book value of Global Draw’s assets and liabilities approximate their fair value. When we can further analyze Global Draw’s detailed asset records, we will make an allocation of the purchase price to these assets based on detailed valuations, which may change the amounts of currently recorded book values of Global Draw’s assets and liabilities thereby changing the amount of goodwill reflected in the accompanying unaudited pro forma condensed combined financial data. In addition, we will review the estimated remaining lives of the assets, which may affect the resulting depreciation and amortization relating to these assets, and accordingly, may affect net income and the pro forma results of operations included herein.

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UNAUDITED PRO FORMA
CONDENSED COMBINED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2005
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

	Scientific Games Historical Twelve Months Ended December 31, 2005			Neomi Historical Twelve Months Ended March 31, 2006		Research and Development Historical Twelve Months Ended December 31, 2005	Pro Forma Adjustments		Unaudited Pro Forma Twelve Months Ended December 31, 2005
	(1)			(2)		(3)	(4)
Operating revenues:
Services	$	639,327		76,379		2,808	(2,808	)(e)	715,706
Sales	142,356			—		—	—		142,356
	781,683			76,379		2,808	(2,808	)	858,062
Operating expenses
Cost of services (exclusive of depreciation and amortization)	351,430			28,785		1,720	(2,808	)(e)	379,127
Cost of sales (exclusive of depreciation and amortization)	100,621			—		—	—		100,621
Selling, general and administrative expenses	131,844			14,472		567	(6,153	)(a)	140,730
Depreciation and amortization	66,794			18,902		255	(8,619	)(b)(c)	77,332
Operating income	130,994			14,220		266	14,772		160,252
Other deductions:
Interest expense	26,548			73		9	12,180	(d)	38,810
Equity in loss in joint ventures	2,064			—		—	—		2,064
Early extinguishment of debt	478			—		—	—		478
Other (income) expense, net	(1,700		)	(298	)	9	—		(1,989	)
	27,390			(225	)	18	12,180		39,363
Income before income tax expense	103,604			14,445		248	2,592		120,889
Income tax (benefit) expense	28,285			(1,340	)	62	6,616	(f)	33,623
Net income	$	75,319		15,785		186	(4,024	)	87,266
Basic and diluted net income per share:
Basic net income available to common stockholders	$	0.84							0.98
Diluted net income available to common stockholders	$	0.81							0.94
Weighted average number of shares used in per share calculations:
Basic shares	89,327								89,327
Diluted shares	92,484								92,484

The accompanying notes are an integral part of this unaudited pro forma condensed combined statement of operations.

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NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED STATEMENTS OF OPERATIONS
(IN THOUSANDS)

1.The historical balances in this column represent the consolidated results of operations of Scientific Games for the twelve months ended December 31, 2005 as reported in the audited historical consolidated financial statements of Scientific Games.

2.The historical balances in this column represent the consolidated results of operations of Neomi for the twelve months ended March 31, 2006 as reported in the audited historical consolidated financial statements of Neomi.

3.The historical balances in this column represent the results of operations of Research and Development for the twelve months ended December 31, 2005 as reported in the audited historical consolidated financial statements of Research and Development.

4.The pro forma adjustments reflected in the unaudited pro forma condensed combined statements of operations give effect to the following:

(a)A decrease to selling, general and administrative expenses related to the following:

To eliminate transaction bonuses awarded to certain key employees	$	3,664
To eliminate social tax charges resulting from the selling shareholder’s transfer of shares in Neomi to certain key employees	2,489
	$	6,153

(b)A decrease in depreciation expense relating to acquired property and equipment based on estimated useful lives (in years) and estimated fair market values. The following table indicates the components of the adjustments by asset class and the amount by which current estimates of average useful lives differ from the average remaining lives in the depreciation accounts of Global Draw:

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DEPRECIATION EXPENSE

	Preliminary Estimated Fair Value		Historic Average Estimated Life	Approximate Average Remaining Life	Year Ended March 31, 2006
Terminals and computer equipment	$	5,661	4	2	2,950
Transportation equipment	1,068		4	3	365
	$	6,729			3,315
Global Draw historical depreciation expense					11,168
Decrease in depreciation expense					$	7,853

The decrease in depreciation expense results from the estimated fair market value of the terminals and computer equipment being less than the net book value of such items.

(c)A decrease in amortization expense relating to acquired intangible assets and goodwill based on estimated lives as follows:

AMORTIZATION EXPENSE

	Preliminary Estimated Fair Value	Average Estimated Life	Year Ended March 31, 2006
Customer relationships	$         8,422	3	2,812
Game Technology	16,602	4	4,156
Trade name	4,915	N/A	—
	$       29,939		6,968
Global Draw historical intangible amortization expense			7,734
Decrease in amortization expense			$	766

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(d)A net increase in interest expense reflecting borrowings under the term loan, the revolving loan facility, and amortization of deferred financing costs, is calculated as follows:

INTEREST EXPENSE

	Amount Borrowed		Interest Rate		Year Ended March 31, 2006
New senior credit facilities:
Term C Loan	$	100,000	6.47	%	6,470
Revolving credit facility	81,060		6.97	%	5,650
Amortization of deferred financing costs					142
	$	181,060			12,262
Existing interest expense on debt being repaid					82
Increase in interest expense					$	12,180

The effect of a 0.125% change in the assumed interest rate on borrowings under our new senior credit facilities would result in a $226 change in the pro forma interest expense on an annual basis.

(e)The elimination of intercompany revenue and costs related to services provided by Research and Development to The Global Draw Limited.

(f)A net increase in income tax expense resulting from the following:

The elimination of the corporate tax deduction taken in connection with the payment of social tax charges resulting from the sole selling shareholder’s transfer of shares in Neomi to certain key employees	$	5,838
Income tax expense resulting from the pro forma decrease in taxable income	778
	$	6,616

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UNAUDITED PRO FORMA
CONDENSED COMBINED BALANCE SHEET
YEAR ENDED DECEMBER 31, 2005
(IN THOUSANDS)

	Scientific Games Corporation Historical December 31, 2005		Neomi Historical March 31, 2006	Research and Development Historical December 31, 2005	Pro Forma Adjustments		Unaudited Pro Forma Twelve Months Ended December 31, 2005
	(1)		(2)	(3)	(4)
Current assets:
Cash and cash equivalents	38,942		5,797	—	(569	)(d)	44,170
Accounts receivable	129,250		3,409	693	—		133,352
Inventories	40,148		1,228	—	—		41,376
Deferred income taxes	14,242		2,285	—	—		16,527
Prepaid expenses, deposits and other current assets	31,971		15,016	6	—		46,993
Total current assets	254,553		27,735	699	(569	)	282,418
Property and equipment, at cost	666,469		48,884	674	(42,829	)	673,198
Less accumulated depreciation	300,250		34,235	174	(34,409	)	300,250
Net property and equipment	366,219		14,649	500	(8,420	)(a)	372,948
Goodwill	339,169		—	—	132,516	(b)	471,685
Operating right, net	14,020		—	—	—		14,020
Other intangible assets, net	73,269		17,474	71	12,394	(c)	103,208
Other assets and investments	125,283		—	—	569	(d)	125,852
Total assets	1,172,513		59,858	1,270	136,490		1,370,131
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current installments of long-term debt	6,055		—	43	1,000	(f)	7,098
Accounts payable	54,223		2,235	32	—		56,490
Accrued liabilities	80,305		12,142	914	—		93,361
Interest payable	779		—	—	—		779
Total current liabilities	141,362		14,377	989	1,000		157,728
Deferred income taxes	9,759		—	—	1,192	(g)	10,951
Other long-term liabilities	59,879		—	—	—		59,879
Long-term debt, excluding current installments	574,680		38,832	—	141,228	(e)(f)	754,740
Total liabilities	785,680		53,209	989	143,420		983,298
Stockholders’ equity:
Class A common stock, par value $0.01 per share, 199,300 shares authorized, 88,414 and 89,869 shares outstanding at December 31, 2004 and 2005, respectively	899		—	21	(21	)(h)	899
Additional paid-in capital	425,750		—	—	—		425,750
Accumulated profits (losses)	(33,309	)	6,649	260	(6,909	)(h)	(33,309	)
Treasury stock, at cost	(9,556	)	—	—	—		(9,556	)
Accumulated other comprehensive income	3,049		—	—	—		3,049
Total stockholders’ equity	386,833		6,649	281	(6,930	)	386,833
Total liabilities and stockholders’ equity	1,172,513		59,858	1,270	136,490		1,370,131

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

(IN THOUSANDS)

1.The historical balances in this column represent the consolidated balance sheet of Scientific Games as of December 31, 2005 as reported in the audited historical consolidated financial statements of Scientific Games.

2.The historical balances in this column represent the consolidated balance sheet of Neomi as of March 31, 2006 as reported in the audited historical consolidated financial statements of Neomi.

3.The historical balances in this column represent the balance sheet of Research and Development as of December 31, 2005 as reported in the audited historical financial statements of Research and Development.

4.The pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet give effect to the following:

a.Based on preliminary information, the fair market values of the acquired property and equipment is below the historical net book values of these assets by $8,420. As a result, this amount has been reflected as a decrease to property and equipment.

b.The increase in goodwill results from the Global Draw acquisition.

c.Based on preliminary information, the fair market value of acquired intangible assets is above the historical book value of these assets by $12,394. As a result, this amount has been reflected as an increase to intangible assets.

d.The increase in other assets results from the capitalization of deferred financing fees.

e.Proceeds from the new Term C Loan and borrowings under the Revolving Credit Facility less repayment of existing debt of Neomi and existing debt of Scientific Games calculated as follows:

Proceeds from Term C Loan	$100,000
Proceeds from borrowings under the Revolving
Credit Facility	81,060
Repayment of existing debt of Neomi	(38,832	)
	$142,228

f.The net increase in long-term debt of $142,228 has been classified as follows:

Current installments of long-term debt	$	1,000
Long-term debt, excluding current installments	141,228
	$	142,228

g.The increase in current deferred tax liabilities of $1,192 is the result of the increase in the fair value of identifiable intangible assets acquired, partially offset by the decrease in property plant and equipment, in connection with the acquisition of Global Draw.

h.Reflects adjustments to historical stockholders’ equity.

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